HomeMy Public PortalAboutCHEQUE GUARD, LLCCheque Guard LLC
Burbank CA 91502 (888)
577-"27
Contents
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I.
Company Overview
2.
Software Summary
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Special Offer to City of Carson
4.
Software Installation
5.
On -Site Training and Installation
6.
Pricing
7.
Acceptance
City of Carson
MICR Laser Check Printing System
My 18, 2007 — Amended February 8, 2008
Page 1 of 6
Ti
Cheque Guard LLC
Burbank CA 91502 (888) 577-"27
Cheque Guard is pleased to present the following proposal for the installation and
implementation of a MICR Laser Check processing system for the City of Carson.
After acceptance of this proposal, implementation of the live, "turn key" system will
commence at the City of Carson's site within 10 business days of receipt of an executed
purchase agreement and other documents and files as outlined on Page 3.
Cheque Guard, LLC offers a "turn key" solution combining hardware and software tc
securely print MICR -encoded checks. For over 15 years, Cheque Guard has been
assisting businesses and municipalities of all sizes with their check and forms printing
needs with our ChequeSuite line of products. From MICR Laser Check Printing on
Windows and iSeries - AS/400 platforms, to forms printing and management, to secure
encrypted signature devices, Cheque Guard adds value to your city by enabling the
disbursement process to run more efficiently, more securely and more cost-effectively
than ever before.
Our newest feature, ChequeSeal, is a patented check fraud prevention product that
builds a partnership between a municipality and its bank. Using barcode encryption
technology, we enable our customers to protect their checks from counterfeiting and
alteration. This closed-loop system of fraud prevention requires the user's bank to be
able to read the information in the barcode, so please discuss with us the availability of
this product at your banks.
Cheque Guard also offers a complete line of MICR and standard toner cartridges, the
highly secure SuperBusinessCheck through SAFEChecks, laser printers, and other
products.
2. Software Summary
Cheque Guard will provide a turnkey check printing solution tailored to meet the City of
Carson's specific requirements.
Key Features:
ChequeSeal: State-of-the-art encryption technology that seals check information (payee
name, check amount, issue date, routing and account numbers, Employee IDs, etc.) into an
encrypted barcode.
Secure Fonts: Make payee name and check amount tamper proof when printed with a hot
laser printer and properly designed high security checks.
City of Carson
MICR Laser Check Printing System
July 18, 2007 — Amended February 8, 2008
Page 2 of 6
Cheque Guard LLC
Burbank CA 91502 (888) 577-4427
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Signature control:* To control printing of a digital signature based upon check's amount.
Data overflow:** prints remittance overflow data on a blank paper instead of wasting
checks.
Office copy:** User -controlled copy distribution to any laser printer on the network.
Auto Split:** The sytem can automatically spool large print jobs to multiple pre -
designated printers for faster processing of long check runs.
Manual Check Module: For individual on -demand check printing.
Positive Pay: Automatically creates positive pay files to send to the bank.
Electronic Funds Transfer (EFT): Electronic Payments module.
History Log: Auto records all activities including user ID, date and time, and check
information.
ePort - External Security Device for signatures, fonts and macros. Remotely re -
programmable (does not require off-site re -programming).
Cheque Guard recommends the use of HP 4200 Series B&W printers (or other multi -input
tray printers with HP emulation).
3. Special Offer Presented to the City of CarsoM
Cheque Guard offers the ChequeSuite check printing system to the City of Carson on a 30 day trial basis.
If the City of Carson chooses not to accept this system, it will have no further obligation, and the deposit
and any fees paid by the City of Carson will be promptly refunded (less the cost of training and
installation, not to exceed $1250). Cheque Guard agrees to install the software fully functional so the City
of Carson may thoroughly evaluate the software during the 30 -day trial period. At the end of the trial
period, Cheque Guard will invoice the City of Carson for the system unless Cheque Guard receives a
written notification to remove the system.
In addition to the above, Cheque Guard extends to the City of Carson at least 20% discount off the normal
software and hardware cost.
4. Software Installation Requirements
Cheque Guard will schedule the installation date within 10 business days after receiving
the following items:
• Signed agreement and Purchase Order and deposit
• An actual file for existing check printing
• Original voided checks of every check style that will be used going forward
• An electronic file of the image of the City of Carson's logo
-/ Digital Signature(s) sheet
V Signed check layout proof sheet
City of Car -son
MICR Laser Check Printing System
3uly 18, 2007 - Amended February 8, 2008
Page 3 of 6
Cheque Guard LLC
Burbank CA 91502 (888) 577-4427
S. Training and Installation
Cheque Guard will provide on-site installation and one day (8 hours) of on-site training
to City of Carson staff. Additional training time, if needed, can be scheduled at a rate of
$1250 per day.
6. Pricing
Revised: October 9, 2007
PRODUCT
ID
DESCRIPTION
QTY
I
Ll�_T'
CE DISCOUNT
I PRICE
Total
Check Printin
System
01-02001
ChequeSuite/Windows Server edition
1
$10,350.00
$2,070.00
$8,280.00
Complete Check Printing Software for
(20%)
Windows.
01-02011
ChequeSuite/Windows Client Module
1
$2,200.00
$2,200.00
(Unlimited workstations and up to 4 concurrent
users)
Hardware
05-04002
EPort - External Security Device - 2 MB -
1
$1,425.00
$580.00
$845.00
Secure Digital Signature/Fonts/Macros Device
(updates included in annual maintenance)
Training
02-20199
Installation On -Site
1
$1,250.00
One (1) day - On -Site training session. (8
Hours)
Annual Afaintenance
01-90002
Annual Maintenance - Software updates and
$1,698.75
upgrades - Design and implementation updates
- EPort Digital Signature updates.
(15% of Hardware and Software price)
Total software and Hardware price:
Installation & Training:
First Year Maintenance:
Total First Year Cost:
City of Carson
MICR Laser Check Printing System
July 18, 2007 - Amended February 8, 2008
$11,325.00
$ 1,250.00
$ 1,698.75
Page 4 of 6
Cheque Guard LLC
Burbank CA 91502 (888) S77-4427
7. Acceptance
All sales agreements require 50% deposit of the cost of proposed hardware and software to
finalize the Agreement. Cheque Guard shall not invoice for the balance owed until 30 calendar
days after the system is fully Implemented and available for use at the City of Carson's site. If
the City of Carson is not satisfied with the Cheque Guard system, it may at any time Within the
30 -day trial period cancel its Purchase order and obtain a prompt refund of its deposit less the
installation and training expense not to exceed $1250. Payment terms are net 20 days. Cheque
Guard will _qgj devote effort to the development or implementation of the City of Carson's system
until receiving a signed copy accepting this proposal, a Purchase Order, and the deposit.
Proposal for service is herein agr ble to both parties and accepted by our mutual signatures below.
Cheque G hard, LC City of Car
S i arm tu r signature:
Printed Narne:- Daniel E. Simon Printed Narne: J�� Groomes
Title: President Title: City Manager
Date: 3/26/08 Date: 2/27/08
City of Carson
MICR Laser Check Printing System
July 18, 2007 - Amended February 8, 2008
Page 5 of 6
Cheque Guard LLC
Burbank CA 91502 (888) S77-4427
tie
Amendment (s)
The attached proposal and "Special Offer" is amended as follows:
As to Section 3 "Special Offer...", the amended text should read:
"...Cheque Guard offers the ChequeSuite check printing system to the City of Carson on a 30 day
trial basis. If the City of Carson chooses not to accept this system, it will have no further obligation,
and the deposit and any fees paid by the City of Carson will be refunded within 30 days of receipt
of a letter expressing dissatisfaction with the product (less the cost of training and installation, not
to exceed $1250)."
As to Section 7 "Acceptance", the amended text should read:
"...If the City of Carson is not satisfied with the Cheque Guard system, it may at any time within
the 30 -day trial period cancel its Purchase Order and obtain a refund of its deposit within 30 days
of receipt of a letter expressing dissatisfaction with the product (less the cost of training and
installation, not to exceed $1250)."
City of Carson
MICR Laser Check Printing System
July 18, 2007 — Amended February 8, 2008
Page 6 of 6
CHEQUE GUARD, LLC
CHEQUESUITE
SOFTWARE LICENSE AGREEMENT
TI -IIS SOFTWARE LICENSE AGREEMENT
("License") is made as of this 13th day of
March
-1 2008 by and between
Cheque Guard, LLC with offices located at 512 S. Verdugo
Drive, Burbank, CA 91502 ("Licensor") and The City of
Carson with offices located at 701 E. Carson Street, Carson,
CA 90745 ("Licensee").
WHEREAS, Licensor is in the business of developing and
licensing computer software for MICR Laser Check Printing;
and
WHEREAS, Licensor has developed certain software entitled
ChequeSuite as described in the proposal (dated July 18,
2007) provided to Licensee by Licensor; and
WHEREAS, Licensor has expertise and experience in
licensing, implementing and installing ChequeSuite for
Business Entities; and
WHEREAS, Licensor is the sole and exclusive owner of
ChequeSuite and is authorized to license ChequeSuite for use
by Business Entities; and
WHEREAS, Licensee has certain check printing
requirements and has discussed said requirements with
Licensor, and Licensor has recommended ChequeSuite for
use by Licensee in addressing the check printing
requirements of Licensee; and
WHEREAS, in reliance upon the expertise and experience of
Licensor, Licensee desires to obtain from Licensor a license
to use ChequeSuite.
NOW, THEREFORE, in consideration of the mutual benefits
of the covenants and restrictions herein contained, Licensor
and Licensee hereby agree as follows:
1 loinalkin��
Section 1.0 1 --Recitals: The above recitals and identification
of parties is true and correct.
Section 1.02 -- Definitions: The following definitions shall
apply:
(1) Acceptance Date: The term "Acceptance Date"
shall mean the date the Software is accepted by
Licensee as provided under this License.
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(2) Cancellati*i-Notic : Thc term "Cancellation
Notice" shall mean that written notice sent by one
party to this License to the other party to this
License seeking to cancel this License because of
breach by such other party.
(3) Comput : The term "Computer" shall mean the
computer equipment listed in Exhibit A (including,
but not limited to, hardware, firrnware and
operating system software used in connection
therewith), including any and all additional or
replacement equipment attached thereto or
integrated therewith by Licensee during the
License Term as well as any hardware, firmware or
operating software updates, revisions, or upgrades
thereto.
(4) Delivery Dat : The term "Delivery Date" shall
mean the date which is thirty-one days after the
Effective Date.
(5) Documentation: The term "Documentation" shall
mean that certain proposal submitted to Licensee
by Licensor on July 18, 2007 and amended on
October 9, 2007 and Feruary 8, 2008 as well as the
user manuals, systems documentation, brochures
and training materials, where applicable, for the
Software (which are incorporated herein by this
reference) including all modifications,
improvements, replacements, updates,
enhancements, additions, upgrades and changes
thereto made from time to time during the License
Term.
(6) Effective Date: The term "Effective Date" shal
mean the date this License is executed by Licensee.
(7) Implemen: The terin "implement" and variants
thereof (including, but not limited to, the terms
"implementation", "implementing" and
"implemented") shall mean to install and make
fully operational for user access and use.
Implementation Date: The term "Implementation
Date" shall mean the date that Licensee
acknowledges in writing that Licensor has
completed implementation of the Software and
Licensee data files on the Computer.
(9) License Fe : The term "License Fee" shall mean
an amount of money equal to eight thousand, two
hundred -eighty dollars ($8,280.00) representing
the core software, plus two thousand, two hundred
dollars ($2,200) representing Client Module for
unlimited workstations with up to 4 concurrent
users.
(10) License Terrn: ne term "License Term" shall
mean a period starting with the Effective Date and
continuing perpetually.
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(11) Software: The term "Software" shall mean the
object code and executables for the Windows
version of ChequeSuite as described in the
Documentation, as improved, modified, replaced,
updated, enhanced, upgraded, corrected,
maintained and further developed from time to
time during the License Terrn .
Section 2.01 -- Grant of License: Licensor hereby grants
Licensee a non-exclusive, nontransferable, perpetual license
to operate and use the Software on the Computer and to use
the Documentation for the License Tenn.
Section 2.02 -- Copies: Licensee shall have the right to
create, maintain and implement current copies of the
Software for back-up, operational and archival purposes.
Licensee shall have the right to create and maintain copies of
the Documentation for internal use.
Section 2.03 -- IMplementation and Delively: Licensor shall
implement the Software on the Computer by the Delivery
Date.
Section 2.04 -- Risk of Loss: Licensor shall assume the risk
of loss to the Software and Documentation until the
Implementation Date. Licensee shall assume the risk of loss
to the Software and Documentation as of the Implementation
Date.
Section 2.05 -- Data Files: Licensor shall be responsible for
creating, loading and implementing the data files required by
Licensee in using the Software within ten days after the
Delivery Date. Licensee shall provide support in creating,
loading and implementing such data files pursuant to the
guidance and direction of Licensor. Said data files shall be
maintained by Licensee starting on the Acceptance Date.
Starting on the Acceptance Date, Licensee shall be
responsible for maintaining adequate back-up data files.
Section 2.06 -- Acceptance: Starting on the Implementation
Date, Licensee shall operate and use the Software on a test
basis for thirty days ("Acceptance Period"). Unless Licensee
rejects the Software in writing before the Acceptance Period
expires, the Software shall be deemed accepted the day
immediately next following the last day of the Acceptance
Period. If Licensee rejects the Software, Licensee shall have
no further obligation to licensor, other than the cost of
implementation and training.
Section 2.07 -- Disaster Recove : If the Software or
Documentation is damaged or destroyed, Licensor shall
replace such Software and Documentation free of any charge,
assessment or cost to Licensee.
Section 3.01 -- Software Ownership and Title: Title to the
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Software including applicable ownership rights to patents,
copyrights, trademarks and trade secrets therein shall remain
the exclusive property of Licensor.
Section 3.02 -- Notice: Licensee shall not remove any
copyright notices, trademarks, tradenames, servicemarks or
any other proprietary markings on the Software or the
Documentation, or any related materials.
Section 3.03 -- Confidentialit : Licensor hereby
acknowledges that in implementing the Software, Licensor
may learn information which is confidential and proprietary
to Licensee or the residents of facilities managed by Licensee.
Licensor hereby agrees not to disclose any inforination
identified by Licensee as confidential or proprietary.
Section 3.04 -- Reverse Enizineerin : Licensee shall not
reverse engineer the Software. Licensee shall not disclose or
copy the Software or Documentation except as required to
use the Software as permitted under this License.
Section 4.01 -- Software Performance: Licensor represents
and warrants that the Software shall perform on the
Computer as described in the Documentation. Licensor shall
correct any failure of the Software to perform in accordance
with the Documentation.
Section 4.02 -- Services Warran : The services to be
performed under this License by Licensor shall be performed
on a best efforts basis and in a timely and professional
manner by qualified computer software personnel familiar
with the Software.
Section 4.03 -- Original Developmen : Licensor represents
and warrants that use of the Software by Licensee shall not
inftinge upon or violate any patent, copyright, trade secret or
other right of any third party.
Section 4.04 -- Indemnification: Licensor shall defend,
indemnify and hold harmless Licensee (including employees,
consultants, agents, and subcontractors of Licensee) against
any liability arising from the negligence of Licensor or any
claim by any third party against Licensee arising from, or
related to, Licensee's use of the Software, including (but not
limited to) any claimed violations of trade secrets, proprietary
information, trademark, copyright or any patent rights. This
indemnification shall survive termination of this License. If
Licensee's quiet enjoyment and use of the Software is
disrupted as a result of a third party claim, Licensor shall
perfon-n one or all of the following actions within one year of
the date such third party's claim is discovered by Licensee:
(1) Rei)lacement: Replace the Software by
implementing on the Computer a noninfiinging
software product of equivalent functional and
performance capability of the Software, as
described in the Documentation;
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1TV e
(2) Modification: Modify the Software to avoid the
infringement without eliminating the functional
and performance capabilities of the Software as
described in the Documentation;
(3) Obtain License: Obtain a license from the third
party claiming infringement for Licensee's use of
the Software.
Section 4.05 -- Authority to Grant License: Licensor hereby
represents and warrants that Licensor has the authority to
grant the license granted by Licensor to Licensee hereunder.
T'his warranty shall survive termination of this License.
Section 4.06 -- Cooperation: Licensee shall cooperate with
Licensor by providing infon-nation and access to the
Computer as reasonably requested by Licensor. Licensor
shall cooperate with all government inquiries and
determinations of costs incidental to this License and shall
provide investigators and government representatives with
access to Licensor contracts, accounting books, financial
records and documents as required by such investigators and
representatives to determine such costs.
Section 4.07 -- Compute : Licensor represents and warrants
that Licensor has evaluated the Computer and that the
Computer shall satisfy the requirements of Licensee in using
the Software.
Section 5.01 -- License Fee: Licensee shall pay one-half of
the License Fee on the Implementation Date and the
remaining balance of the License Fee on the Acceptance
Date.
Section 5.02 — Other Fees: Other non -licensing fees set forth
in the proposal dated July 18, 2007 and revised October 9,
2007, shall be due on the Acceptance Date.
Section 6.01 -- Assignments: Assignments of rights
hereunder without the prior written consent of Licensee shall
be void.
Section 6.02 -- Entire Agreement: Excepting the Software
Maintenance Agreement, this License contains the entire
understanding of the parties concerning licensing of the
Software and supersedes previous verbal and written
agreements between the parties concerning licensing of the
Software.
Section 6.03 -- Equitable Remedies: The parties hereby
acknowledge that damages at law may be an inadequate
remedy. Therefore, Licensee shall have the right of specific
performance, injunction or other equitable remedy in the
event of a breach of this License by Licensor.
Section 6.04 -- Amendments and Modifications: Waivers,
V2
alterations, modifications or amendments of a provision of
this License shall not be binding unless such waiver,
alteration, modification or amendment is in writing and
signed by an authorized representative of both parties.
Section 6.05 -- Severability: If a provision of this License is
rendered invalid, the remaining provisions shall remain in
full force and effect.
Section 6.06 -- Caption : The headings and captions of this
License are inserted for reference convenience and do not
define, limit Or describe the scope or intent of this License or
any particular section, paragraph, or provision.
Section 6.07 -- Counterparts: This License may be executed
in multiple counterparts, each of which shall be an original,
but which together shall constitute one and the same
instrument.
Section 6.08 -- Governing La : This License shall be
governed by the laws of the State of California and venue
shall be Los Angeles County.
Section 6.09 -- Notice: Notices shall be in writing and shall
be deemed delivered in person when delivered by hand or
mailed postage prepaid by Certified or Registered Mail --
Return Receipt Requested -- to the address designated below.
Notice shall be deemed given on the date of receipt -- as
evidenced in the case of Certified or Registered Mail by
Return Receipt.
LICENSOR: ADDRESS:
512 S. Verdugo Drive,
Cheque Guard, LLC Burbank, CA 91502
LICENSEE: ADDRESS:
City of Carson 701 E. Carson Street
Carson, CA 90745
Section 6.10 -- Pronouns/Gender: Pronouns shall refer to
the masculine, feminine, neuter, singular or plural as the
context shall require.
Section 6.11 -- Waiver: Waiver of breach of this License
shall not constitute waiver of another breach. Failing to
enforce a provision of this License shall not constitute a
waiver or create an estoppel from enforcing such provision.
Section 6.12 -- Relationship of the Parties: It is agreed that
the relationship of the parties is primarily that of licensee and
licensor. Nothing herein shall be construed as creating
partnership, employment relationship, or agency relationship
between the parties, or as authorizing either party to act as
agent for the other. Each party maintains its separate identity.
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Section 6.13 -- Governing Law and Arbitration: You agree
to settle all disputes, controversies, or claims relating to or
arising from this Agreement in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association ("AAA Rules" and/or "Arbitration") in effect as
of the Effective Date of this Agreement and in accordance
with the applicable laws of the State of California as it relates
to contracts entered into and performed therein. All
Arbitration conferences and hearings will be held in Los
Angeles, California, USA. In all other circumstances, this
Agreement shall be governed, enforced and construed in
accordance with the laws of the State of California, without
regard to its conflict of laws provisions. The state and federal
courts of the State of California shall have exclusive
jurisdiction for any action or proceeding arising out of or
related to this Agreement. Cheque Guard, LLC expressly
reserves any and all rights to pursue equitable relief
including, but not limited to, temporary restraining orders
and preliminary injunctions, irrespective of the AAA Rules.
Section 6.14 -- Assurances: Each party hereby represents and
warrants that all representations, warranties, recitals,
statements and information provided to each other under this
License are true, correct and accurate as of the date of this
License to the best of their knowledge.
IN WITNESS WHEREOF, this License has been granted as of the date first written above.
LICENSOR:
C Q
HEQUE GUARD, LLC
BY:
ie E. Simon, President
Date: February 11, 2008
LICENSEE:
City of Carson
By:
JeQro =,Ci=tyManager
Date:—. 3//3/ 6,f
V2 4 CAR09
an
CHEQUE GUARD, LLC
Agreement 's6eking to cancel this Agreement
CHEQUESUITE
because of breach by such other party.
SOFTWARE MAINTENANCE AGREEMENT
(4) Co=ute : The tenn "Computer" shall have the
same meaning as set forth for the term "Computer"
THIS SOFTWARE MAINTENANCE
in the Software License.
AGREEMENT ("Agreement") is made as of this 13-th
day of March , 2008 by and between
(5) Customer: The terni "Customer" shall mean The
Cheque Guard, LLC with offices located at 512 S. Verdugo
City of Carson.
Drive, Burbank, CA 91502 ("Vendor") and The City of
Carson with offices located at 701 E. Carson Street,
(6) Defect: The terni "Defect" shall mean
Carson, CA 90745 ("Customer").
programming or software design errors which
substantially impair the performance, utility and
1110001W-1��
functionality of the Software on the Computer as
represented in the Documentation.
WHEREAS, Vendor is a California corporation formed for
the purpose of software development, sales, maintenance and
(7) Documentation: The term "Documentation" shall
licensing; and
mean that certain ChequeSuite User's Guide,
including all updates thereto.
WHEREAS, Vendor owns certain computer software for the
printing of MICR laser checks (ChequeSuite); and
(8) Effective Date: The term "Effective Date" shall
mean the date this Agreement is signed by Vendor.
WHEREAS, Customer and Vendor have executed that
certain Software License Agreement herewith under which
(9) Enhancement: The term "Enhancement" shall
Customer obtained the right to use ChequeSuite ("Software
mean executable code for modifications to the
License"); and
Software which improve or expand the
functionality or features of the Software.
WHEP,EAS, Customer desires Vendor to provide Customer
with certain maintenance, and user support services for
ChequeSuite.
NOW, THEREFOR -E, in consideration of the mutual benefits
of the covenants and restrictions herein contained, Vendor
and Customer hereby agree as follows:
Section 1.0 1 --Recitals: The above recitals and identification
of parties is true and correct.
Section 1.02 -- Definitions: 'Me following definitions shall
apply:
(1) Acceptance Date: The terni "Acceptance Date"
shall mean the date an Enhancement or Update is
accepted by Customer as provided under this
Agreement.
(2) Access: The term "access" and variants thereof
shall mean to store data in, retrieve data from or
otherwise approach or make use of (directly or
indirectly) through electronic means or otherwise
the Software.
(3) Cancellation Notice: The term "Cancellation
Notice" shall mean that written notice sent by one
party to this Agreement to the other party to this
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(10) lml)lemen: The term "implement" and variants
thereof (including, but not limited to, the terms
"implementation", "implementing" and
"implemented") shall mean to load and make
available for user access.
(11) Maintenance Fee: The term "Maintenance Fee"
shall mean that certain fee charged to Customer by
Vendor for maintenance and support as provided
under this Agreement.
(12) Maintenance Term: The term "Maintenance Term"
shall mean a period of time starting with the
Effective Date and continuing one year thereafter,
except as extended as provided under this
Agreement.
(13) Software: The term "Software" shall mean the
executable code for that certain software
commonly referred to as ChequeSuite as set forth
under the Software License, including
Enhancements and Updates thereto.
(14) Update: The term "Update" shall mean executable
code for modifications to the Software which
improve or expand the performance of the
Software on the Computer.
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(15)
(16)
(17)
P Mh_ t i Me
Defect Notice: The term "Defect Notice" shall
mean that certain written notice from Customer to
Vendor identifying discrepancies between the
actual performance of an Enhancement or Update
and the performance represented in the
Documentation describing the purpose, utility or
function of such Enhancement or Update.
Unauthorized Access: The tenn "Unauthorized
Access" shall mean any access to the Software or
Documentation except for the exclusive purposes
of managing the MICR check writing process,
demonstrating the performance, utility and
functions of the Software, and training employees
of Licensee in the use of the Software.
Unauthorized User: The term "Unauthorized
User" shall mean any individual who accesses the
Software or Documentation except for employees
authorized by Licensee to access the Software for
the purposes of managing the MICR check writing
process, demonstrating the performance, utility and
functions of the Software and training employees
of Licensee in the use of the Software.
Section 2.01 -- Defect Resolution: Vendor shall correct any
Defects in the Software within a reasonable time after such
Defect is reported to Vendor by Customer, as follows:
H
(2)
(3)
(4)
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Problem Reporting: Upon discovering a Defect,
Customer shall report the Defect ("Service
Request").
Telephone Support: Within four (4) hours after
receiving a Service Request, Vendor shall provide
telephone support in the form of consultations,
assistance and advice concerning use of the
Software and correction of the Defect ("Telephone
Support").
Off-site Support: If a Defect is not corrected
through Telephone Support within forty eight
(48)hours after receiving a Service Request,
Vendor shall conduct tests and analyses at
Vendor's facility designed to reproduce, isolate and
correct the Defect using data and information
provided to Vendor by Customer ("Off-site
Support").
On-site Support: If a Defect is not corrected by
Vendor through Off-site Support within a
reasonable time after receiving a Service Request,
Vendor personnel shall visit Customer's facility for
the purpose of correcting the Defect ("On-site
Services"). If the Defect is not corrected within a
reasonable time after commencing such On-site
Services, Vendor shall implement work around
processes designed to minimize the impact of the
Defect.
Section 2.02 -- Enhancements: Vendor shall implement all
Enhancements and Updates on the Computer within thirty
(30) days after the date that such Enhancement or Update is
released by Vendor. Along with such Enhancements and
Updates, Vendor shall provide Customer with documentation
describing the purpose, function and utility of such
Enhancement or Update.
Section 2.03 -- Acceptance Testin : Upon completing
implementation of an Enhancement or Update, Vendor shall
demonstrate the Enhancement or Update to Customer. Upon
completing demonstration of the Enhancement or Update, the
Enhancement or Update shall be deemed delivered to
Customer. The Enhancement or Update shall be deemed
accepted by Customer thirty days after delivery of the
Enhancement or Update unless Defect Notice is received by
Vendor by such thirtieth day. Upon receiving Defect Notice
from Customer, Vendor shall review the asserted discrepancy
to determine if the discrepancy is valid. If, in the reasonable
professional judgment of Vendor the discrepancy is valid,
Vendor shall correct the discrepancy and resubmit the
Enhancement or Update for acceptance by Customer. If, in
the reasonable professional judgment of Vendor such
discrepancy is not valid, Vendor shall submit to Customer a
written explanation of the reasons why such asserted
discrepancy is not valid. The written explanation of Vendor
set forth herein shall be deemed accepted by Customer within
ten days after Customer's receipt of the written explanation
unless Vendor receives from Customer written notice
rejecting such explanation within such ten day period, in
which case the Enhancement or Update shall not be
implemented. Upon receipt of Defect Notice from Customer
by Vendor as set forth above, the Enhancement or Update
shall be deemed accepted by Customer except as to the
discrepancies specified in the Defect Notice.
Section 3.01 -- Customer Consultations: Vendor shall
provide Customer with telephone consultations in answering
questions concerning use of the Software. All such telephone
consultations shall be subject to the discretion of Vendor.
Section 3.02 -- Proffam Modifications: Upon discovering a
desired modification for the Software, Customer may request
implementation of the modification. Any such request shall
be submitted to Vendor in writing. Implementation of any
such modification shall be subject to the sole and exclusive
discretion of Vendor. Any service provided by Vendor in
implementing any such modification shall be at the time and
material rates of Vendor prevailing at the time such services
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are rendered.
Section 3.03 -- Customer Cooperation: Customer shall
cooperate with Vendor by granting unrestricted access to the
Software and the Computer, and providing data and
information reasonably required by Vendor to correct a
Defect. Customer shall provide Vendor with a method of
access to the Computer and the Software.
Section 3.04 -- Schedule Restrictions: The services to be
provided by Vendor hereunder shall be performed only
during the hours of 8:30 a.m. through 5:00 p.m., Pacific
Time, Monday through Friday (excluding holidays).
Section 3.05 -- Software Trainin : During the first thirty
days after delivery of the Software, Vendor shall provide on-
site individual training and customer support to Customer.
Such on-site training shall include individualized instruction
and training on using and operating the Software for persons
designated by Customer. Such training shall include
instructions and guidelines on performing all of the functions
and processes described in the Documentation.
Section 3.06 -- Enhancement/Update Trainin : After
implementing an Enhancement or Update, Vendor shall
provide instructions and guidelines on the use of such
Enhancement or Update.
Section 4.01 -- License Grant: Vendor hereby grants to
Customer a non-exclusive and non -transferable license to use
the Enhancements and Updates and Documentation for the
Maintenance Tenn.
Section 4.02 -- Risk of Loss: Customer assumes risk of loss
to an Enhancement or Update as of the Acceptance Date for
such Enhancement or Update.
Section 4.03 -- Authorized Use: Customer shall prevent
Unauthorized Users from accessing the Software. Customer
shall prevent Unauthorized Access to the Software.
Section 5.01 -- Maintenance Fee: Customer shall pay
Vendor a Maintenance Fee as of the Effective Date and each
anniversary of the Effective Date (Exhibit A).
Section 5.02 -- Consulting Fee: Services provided Customer
by Vendor which are not provided under this Agreement
shall be invoiced to Customer by Vendor at Vendor's
published time and material rates prevailing at the time the
services are rendered plus actual travel and per them costs
incurred by Vendor in providing such services.
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Section 5.03 -- Expenses: All taxes (except income taxes),
insurance, postage, travel and shipping costs incurred by
Vendor in performing services under this Agreement shall be
paid by Customer.
Section 5.04 -- Invoicin- and Pamen : Vendor shall invoice
Customer annually for fees and expenses in providing
services under this Agreement. Customer shall pay any such
invoice in full within ten days of receiving such invoice.
Other consulting fees will be invoiced upon completion of
work and should be paid in full within ten days of receiving
such invoice.
Section 6.01 -- Termination Limitations: This Agreement
may only be terminated as provided under this Article VI.
Section 6.02 -- Term and Renewal: This Agreement shall be
valid for the Maintenance Term except as extended
hereunder. The Maintenance Term shall renew for one year
on each anniversary of the Effective Date unless terminated
ten days in advance by written notice from one party to the
other party to this Agreement.
Section 6.03 -- Ten-nination: Either party may temiinate this
Agreement for convenience with thirty days written notice of
termination to the other party.
Section 6.04 -- Cancellation for Cause: If a party violates its
obligations under this Agreement, the other party may cancel
the Agreement by sending Cancellation Notice describing the
noncompliance to the noncomplying party. Upon receiving
Cancellation Notice, the noncomplying party shall have thirty
days from the date of such notice to either cure any such
noncompliance or, if the noncompliance cannot be cured
within such thirty day period, to begin curing such
noncompliance in good faith. If such noncompliance is not
cured within the required thirty day period, or, if the
noncompliance cannot be cured within such thirty day period
and the noncomplying party does not make a good faith effort
to begin curing such noncompliance within such thirty day
period, the party providing Cancellation Notice shall have the
right to cancel this Agreement as of the thirty-first day after
the date of the Cancellation Notice.
Section 6.05 -- Refund in the Event of Termination: If this
Agreement is terminated by Customer, Vendor shall refund
any maintenance fees paid by Customer before the
termination date for maintenance services after the
tem-iination date. For purposes of this Article the tenn
"termination date" shall mean the effective date of
terniination as specified in the notice of termination, or if no
such termination date is specified the termination date shall
be deemed to be the date customer delivers termination
notice to Vendor.
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Section 7.01 -- Maintenance Warran : Vendor warrants that
Vendor shall maintain the Software free from all Defects and
that the Software shall conform to the performance
capabilities, functions and other standards applicable thereto
as set forth in this Agreement and the Software License.
Vendor warrants that all Enhancements and Updates
implemented by Vendor shall be fully compatible with each
other, the Software and the Computer.
Section 7.02 -- Service Warran : The services to be
provided by Vendor hereunder shall be performed in a timely
and professional manner by qualified software personnel
familiar with the Software and shall conform to the standards
generally observed in the industry for similar services. Such
services shall be in compliance with all applicable laws,
rules, regulations or orders.
Section 7.03 -- Software Modifications: If the Software is
modified by any party other than Vendor, Vendor shall be
discharged from any further obligations under this
Agreement. Any such discharge shall not affect the
obligations of Customer which shall be continuing and
binding despite such discharge.
Section 7.04 -- Original Development: Vendor represents
and warrants that the Enhancements and Updates shall not
inflinge upon or violate any patent, copyright, trade secret or
other property right of any third party.
Section 7.05: WARRANTY LIMITATION: THE
FOREGOING WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE AND WARRANTIES OF
MERCHANTABILITY.
Section 8.01 -- Ownership and Title: Title to the
Enhancements, Updates and Documentation, including
ownership rights to patents, copyrights, trademarks and trade
secrets therein shall be the exclusive property of Vendor.
Section 8.02 -- Reverse Engineerin : Customer shall not
reverse engineer an Enhancement or Update.
Section 8.03 -- Confidentiali : Customer hereby
acknowledges that the Enhancements, Updates, and
Documentation may contain infon-nation that may be trade
secret and proprietary to Vendor. Customer hereby agrees
not to disclose such information except to persons and
organizations expressly authorized by Vendor to receive such
information. Customer shall not remove or alter any
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copyright notices or proprietary legends affixed by Vendor to
such Enhancements, Updates or Documentation.
Section 8.04 -- Copie : Vendor shall make available to
Customer an additional copy of the Enhancements, Updates
and Documentation for back-up use on the Computer.
Customer shall not copy Enhancements, Updates or
Documentation and shall not allow the Enhancements,
Updates or Documentation to be copied without the prior
written consent of Vendor.
Section 8.05 -- Limitation of Damage : Vendor shall not be
liable for any failure to perform its obligations under this
Agreement because of circumstances beyond the control of
Vendor, which such circumstances shall include (without
limitation) natural disaster, terrorisiri, labor disputes, war,
declarations of governments, transportation delays, failure of
the Computer, telecommunications failure and misuse of the
Software by Customer.
Section 8.06 -- Continuation: ne terms and provisions of
this Article VIII shall survive termination of this Agreement.
Section 9.01 -- Assignments: All assignments of rights under
this Agreement by Customer without the prior written
consent of Vendor shall be void.
Section 9.02 -- Entire Agreemen : Excepting the Software
License and the Software Escrow Agreement between the
parties hereto, this Agreement contains the entire
understanding of the parties and supersedes previous verbal
and written agreements between the parties concerning
maintenance, user support and training services for the
Software.
Section 9.03 -- Equitable Remedies: The parties hereby
acknowledge that damages at law may be an inadequate
remedy. Therefore, Customer shall have the right of specific
performance, injunction or other equitable remedy in the
event of a breach of this Agreement by Vendor.
Section 9.04 -- Amendments and Modifications: Waivers,
alterations, modifications or amendments of a provision of
this Agreement shall not be binding unless such waiver,
alteration, modification or amendment is in writing and
signed by an authorized representative of both parties.
Section 9.05 -- Severability: If a provision of this Agreement
is rendered invalid, the remaining provisions shall remain in
full force and effect.
Section 9.06 -- Cations: The headings and captions of this
Agreement are inserted for reference convenience and do not
define, limit or describe the scope or intent of this Agreement
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Rbh�Mue
Or any particular section, paragraph, or provision.
Section 9.07 -- CounteMarts: This Agreement may be
executed in multiple counterparts, each of which shall be an
original, but which together shall constitute one and the same
instrument.
Section 9.08 -- Governing Law: This Agreement is governed
by the laws of the state of California and venue shall be Los
Angeles County
Section 9.09 -- Notice: Notices shall be in writing and shall
be deemed delivered in person when delivered by courier or
mailed postage prepaid by Certified or Registered Mail --
Return Receipt Requested -- to the person and address
designated below. Notice shall be deemed given on the date
of receipt -- as evidenced in the case of Certified or
Registered Mail by Return Receipt.
Vendor
Address
Cheque Guard, LLC
512 S. Verdugo Drive
Burbank, CA 91502
Customer
Address
City of Carson
701 E. Carson Street
Carson, CA 90745
Section 9.10 -- Pronouns/Gender: Pronouns shall refer to the
masculine, feminine, neuter,
singular or plural as the context
shall require.
Section 9.11 -- Bankruptc : If either party must institute,
defend, appear or attend a bankruptcy proceeding as a result
of the filing of bankruptcy by the other party, fees and
expenses shall be born by the filing party. If either party has
a bankruptcy proceeding filed against it, the other party shall
recover attorney fees, expert witness fees, and other costs
incurred by such other party in connection with the
bankruptcy proceeding, hearing or trial.
Section 9.12 -- Waiver: Waiver of breach of this Agreement
shall not constitute waiver of another breach. Failing to
enforce a provision of this Agreement shall not constitute a
waiver or create an estoppel from enforcing such provision.
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Section 9.13 -- Relationship of the Parties: It is agreed that
the relationship of the parties is primarily that of Customer
and Vendor. Nothing herein shall be construed as creating
partnership, employment relationship, or agency relationship
between the parties, or as authorizing either party to act as
agent for the other. Each party maintains its separate identity.
Section 9.14 -- Arbitration: You agree to settle all disputes,
controversies, or claims relating to or arising from this
Agreement in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA
Rules" and/or "Arbitration") in effect as of the Effective Date
of this Agreement and in accordance with the applicable laws
of the State of California as it relates to contracts entered into
and performed therein. All Arbitration conferences and
hearings will be held in Los Angeles, California, USA. In all
other circumstances, this Agreement shall be governed,
enforced and construed in accordance with the laws of the
State of California, without regard to its conflict of laws
provisions. The state and federal courts of the State of
California shall have exclusive jurisdiction for any action or
proceeding arising out of or related to this Agreement.
Cheque Guard, LLC expressly reserves any and all rights to
pursue equitable relief including, but not limited to,
temporary restraining orders and preliminary injunctions,
irrespective of the AAA Rules.
Section 9.15 -- Assurances: Each party hereby represents and
warrants that all representations, warranties, recitals,
statements and infon-nation provided to each other under this
Agreement are true, correct and accurate as of the date of this
Agreement to the best of their knowledge.
Section 9.16 -- Litigation Expense: In the event of litigation
or arbitration arising out of this Agreement, each party
shall pay its own costs and expenses of litigation and
arbitration (excluding fees and expenses of arbitrators and
administrative fees and expenses of arbitration).
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
VENDOR:
LLC
LI -MA
Date: February 8, 2008
CUSTOMER:
City of Carson
BY: tl-�
'----jgjL6rne - oo C anager
_�) 2�e �,
Date:
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EXHIBIT A
A. Maintenance Fee:
$1,698.75 as of Effective Date (15 % of Original software and hardware cost)
$1,698.75 at each anniversary of Effective Date
Customer shall pay Vendor a Maintenance Fee as of the Effective Date and each anniversary of the Effective
Date. Vendor shall establish the Maintenance Fee for a Maintenance Term by written notice to Customer at least
thirty days in advance of the first day of such Maintenance Tenn.
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